General Conditions of Sale (GCS) Peripal
1.1 These General Conditions of Sale regulate the contractual relations between Peripal AG and companies associated with Peripal AG, Limmatquai 112, CH-8001 Zürich, Switzerland (hereinafter PERIPAL) and their customers. They take precedence over any other provisions and/or general terms and conditions unless specifically agreed otherwise by PERIPAL in writing.
2.1 Our quotes are non-binding until a contract becomes effective. A contract becomes effective once an order is confirmed by PERIPAL in writing or by delivery of ordered products.
2.2 PERIPAL’s products can only be supplied to customers authorized to sell or use the products. As a consequence, PERIPAL reserves the right not to execute orders to customers who, according to PERIPAL's knowledge or reasonable belief, are not authorized to sell or use the products.
2.3 The acceptance and execution of orders can be made conditional upon receipt of guarantees or advance payments.
3 Delivery times
3.1 PERIPAL makes every effort to keep to agreed delivery times but cannot guarantee to do this in all cases. The delivery period begins on the date of receipt of order or receipt of an agreed advance payment by PERIPAL and ends when the goods are dispatched.
3.2In the event of ‘force majeure’ or special circumstances beyond PERIPAL's reasonable control PERIPAL may delay the execution of delivery or cancel the order itself, without being liable for such delay or cancellation.
4 Transfer of Benefits and Risks
4.1 Title and risk pass to the customer once the goods have left the warehouse of PERIPAL or its designated supplier.
4.2 PERIPAL provides insurance against products being damaged during transportation. The fact that the goods are insured during transportation does not imply that PERIPAL assumes any liability. Acceptance of claims for compensation is conditional upon prompt notification by the customer to the carriers and/or transportation insurers, and to PERIPAL.
5 Remedies in case of Non-payment
5.1 In case of non-payment of purchase prices PERIPAL reserves all rights under applicable law.
6 Prices and price Changes
6.1 All prices are quoted in currency related to locale of customer, restricted to Euro, Swiss Franc, British Pound and US Dollar and net of VAT. PERIPAL reserves the right to offer different prices than those quoted in the price list (e.g., quantity rebates).
6.2 A surcharge of CHF 25.00 or local currency equivalent, based on forex rate of date of order is levied for all deliveries invoiced for less than CHF 250.00 or local currency equivalent, based on forex rate of date of order.
6.3 PERIPAL ships Ex Works (EXW) and express and courier deliveries and monthly deliveries to a home address, dispatch costs additional to these prices are invoiced separately.
6.4 PERIPAL reserves the right to make price changes to the price list at any time.
7 Payment conditions
7.1 Payments are due in CHF or mutually agreed local currency equivalent, based on forex rate of date of order net within 30 days of the invoice date without any deductions, unless otherwise agreed.
7.2 Customers shall have no right to offset payments.
8 Warranty and Liability
8.1 PERIPAL guarantees the contractual quality of its products at the time of delivery. The warranty period is 24 months from the date of delivery but no longer than the marked expiry date.
8.2 Customers shall check the products they receive promptly after receipt and shall promptly report in writing any defects to PERIPAL. Customers shall obtain and follow PERIPAL's instructions with regards to the defective product.
8.3 In the event of product defects for which PERIPAL is accountable, PERIPAL shall have the option at its own discretion, to replace the defective product, to make improvements, or to refund the purchase price.
8.4 PERIPAL’s liability is limited to damage or losses in connection with the proper use of the products to the extent permitted by law. Where liability is limited under the provisions of these general conditions of sale, there shall also be no liability for indirect losses, damage, consequential losses, damage or loss of profit. PERIPAL’s liability under product liability legislation or other binding liability provisions is not affected by the foregoing.
9 Returns and Recalls
9.1 Returns require prior written authorization by PERIPAL and are restricted to products in their unopened original packaging.
9.2 PERIPAL will only take products back which
have been sourced directly from PERIPAL;
have been stored and handled appropriately (including storage temperature) and which are accompanied by a confirmation of correct storage;
are undamaged and have a shelf-life of at least another three months;
have not been out of PERIPAL’s control for longer than 10 calendar days;
have been collected by carriers instructed by PERIPAL.
PERIPAL will not take back products for destruction and/or disposal.
9.3 PERIPAL shall have the right to recall products or cancel deliveries at any time, based on PERIPAL's own judgment or the instruction of a competent authority, in the event that this proves necessary to ensure patient safety. In the event of a recall, customers shall return products immediately and/ or inform PERIPAL of the location of the products. PERIPAL will, in its own discretion, replace the products or reimburse the purchase price to the customer.
10 Data Protection
10.1 Customer agrees that PERIPAL stores and processes customer data electronically that it needs for executing its business obligations.
10.2 PERIPAL complies with the statutory regulations on data protection and uses the data solely for internal purposes.
11 Place of Execution, Applicable Law and Place of Jurisdiction
11.1 Swiss law (without its rules on conflict of laws) applies for all interactions with PERIPAL. The rules of the UN Convention on the International Sale of Goods shall be excluded.
11.2 The exclusive place of jurisdiction shall be Zürich, Switzerland.
12 Amendment and Version Date of the GCS
12.1 PERIPAL reserves the right to amend these general conditions of sale at any time. PERIPAL may communicate such changes electronically, i.e. by E-mail or by publication on PERIPAL's website.
12.2 Date of these GCS: December 2020.